ENGINFRAME END-USER SOFTWARE LICENSE AGREEMENT
Version 2.0

NICE srl, an Italian company having its principal place of business at
33, via Serra, 14020 Camerano Casasco (AT), hereby grants the license
set out below to the first end user of the product ( "Licensee"), to
use the software products ("Software") accompanying this Licensee
Agreement, on the following terms and conditions

THIS IS A LEGAL AGREEMENT BETWEEN NICE AND LICENSEE. PLEASE READ THIS
LICENSE AGREEMENT CAREFULLY BEFORE USING THE SOFTWARE WHICH INCLUDES
ANY ASSOCIATED MEDIA, PRINTED MATERIALS AND ELECTRONIC INFORMATION. BY
USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS
LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE
AGREEMENT, PROMPTLY RETURN THE UNUSED SOFTWARE TO THE PLACE WHERE YOU
OBTAINED IT, OR TO THE DISTRIBUTOR WHO DELIVERED IT TO YOU, AND YOUR
MONEY WILL BE REFUNDED

1.0 LICENSE
a) Evaluation License - Subject to the terms and conditions set out
below herein, NICE grants to Licensee a limited, non-exclusive, non-
transferable license to use the Software for evaluation purposes only.
Unless Licensee enters into a registered license, Licensee's ability
to use the Software for evaluation purposes will terminate at the end
of the evaluation period
b) Registered License - Subject to the terms and conditions set out
below herein, NICE grants to Licensee a limited, non-exclusive, non-
transferable perpetual license to use the Software for Licensee's
internal business purposes only on the "Licensed Configuration":
number of processors licensed on "Designated Systems", in respect of
the "Licensed Servers" and by the number of the "Licensed Users".
Licensee may use only the number of production copies of the Software
that correspond to the Licensed Configuration, together with two back-
up copies of the Software. Licensee shall not make copies of the
Documentation unless authorized by NICE. Licensee may obtain
additional copies of the Documentation from NICE at NICE's then
prevailing rates. Only upon the consent of NICE, shall Licensee be
entitled to make changes to the Licensed Servers. Licensee agrees to
use the Software to process only Licensee's data, or data rightfully
obtained from entities with direct business relationship with Licensee.

2.0 RESTRICTIONS
Licensee acknowledges and agrees that the Software (including the
related Documentation) comprises the trade secrets and confidential
and proprietary information of NICE and/or its licensors. Licensee
agrees to maintain the Software in confidence and not disclose it to
any third party without NICE's prior written consent. Licensee shall
not translate, reverse engineer, decompile or disassemble the
Software. Licensee may not modify, adapt, rent, lease, loan, assign or
resell the Software, or create derivative works based on the Software.
Provided, however, that Licensee shall retain all right, title and
interest to intellectual property developed by Licensee independent of
or prior to this Agreement but subject to its obligations of
confidentiality set out herein

3.0 OWNERSHIP OF SOFTWARE
Title to the Software, including the Documentation, and all the
copies thereof, including all intellectual property rights including
copyright, trade secrets and patent rights, remains with NICE and/or
its licensors. Licensee will not remove the copyright notice or any
other proprietary rights notice from the Software. Licensee agrees to
prevent any unauthorized copying of the Software

4.0 WARRANTY
a) NICE warrants that the Software for a period of sixty days after
delivery of the Software to the Licensee (the "Warranty Period")
substantially conforms to the official product documentation included
with the Software in electronic format, when used in accordance with
NICE's written instructions. NICE's sole responsibility, and Licensee'
s exclusive remedy, in the event a problem in the Software is brought
to NICE's attention by Licensee during the Warranty Period, is for
NICE to use reasonable efforts to correct such problem, replace the
Software or provide a full refund to Licensee. This warranty is void
if any media defect has resulted from accident, abuse, or
misapplication. Any replacement of media will be warranted for the
remainder of the original warranty period or sixty (60) days,
whichever is longer
b) Except as set out otherwise herein, Licensee acknowledges that the
Software is provided to Licensee on an "as is" basis and that NICE
disclaims all other warranties and conditions, express, implied or
otherwise, including without limitation, any warranty or condition of
merchantability, merchantable quality, or fitness for a particular
purpose, or arising from a course of dealing, usage or trade practice,
and in particular, NICE does not warrant or represent that the
Software will operate uninterrupted or error free or that defects in
the Software are correctable or will be corrected

5.0 LIMITATION OF LIABILITY
NICE'S ENTIRE LIABILITY AND RESPONSIBILITY FOR ANY AND ALL CLAIMS
DAMAGES OR LOSSES ARISING FROM THE USE OF THE SOFTWARE OR OTHERWISE
ARISING FROM OR RELATED TO THIS AGREEMENT, AND REGARDLESS OF THE FORM
OF ACTION (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR ANY OTHER THEORY
OF LIABILITY) SHALL BE ABSOLUTELY LIMITED TO LICENSEE'S ACTUAL DIRECT,
PROVABLE DAMAGES IN AN AMOUNT NOT TO EXCEED THE LICENSE FEE PAID BY
THE LICENSEE TO NICE OVER THE 12 MONTHS PRIOR TO THE CLAIM IN NO EVENT
WILL NICE OR ITS LICENSORS OR DISTRIBUTORS BE LIABLE FOR ANY SPECIAL,
CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND HOWEVER
CAUSED, WHETHER FOR BREACH OF WARRANTY, BREACH OR REPUDIATION OF
CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE, EVEN IF NICE HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH LOSS. IN NO EVENT SHALL NICE BE
LIABLE FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS OR GOODWILL, OR FOR
LOSS OF DATA OR USE OF DATA

6.0 TERMINATION
NICE has the right to terminate the license granted under this
Agreement if Licensee is in default of any term or condition of this
Agreement or has defaulted on any payments on amounts owing to NICE,
and fails to cure such default within seven (7) days after receipt of
written notice of such default. Without limiting the foregoing,
Licensee shall be in default under this Agreement if Licensee becomes
insolvent or any proceeding shall be commenced by or against Licensee
under any bunkruptcy, insolvency or similar laws. In the event that
the license granted under this Agreement is terminated, Licensee shall
forthwith return to NICE all copies of the Software (including any
printed materials) and will certify in writing to NICE that all copies
or partial copies of the Software have been returned to NICE or
destroyed. NICE shall not be liable to Licensee for damages of any
kind by reason of such termination

7.0 GENERAL
This License Agreement represents the complete and exclusive agreement
between the parties with respect to the subject matter hereof and
supersedes all prior agreements, negotiations and understandings. This
Agreement can only be modified by a later written agreement signed by
authorized represantatives of both parties. This Agreement may not be
assigned by Licensee without the prior written consent of NICE. Any
notice shall be deemed to be given on the date it is delivered
personally or by fax, or if mailed, on the fifth business day
following the mailing thereof. This Agreement shall be governed by and
interpreted in accordance with the law in force in Italy. In the event
the foregoing terms and conditions conflict with any terms and
conditions affixed to any purchase order or otherwise specifed by
Licensee, NICE's acceptance of Licensee's order and delivery of the
Software is solely on the express understanding and condition that the
foregoing terms and conditions will be the only terms and conditions
that will apply to such order and NICE herby objects to any
conflicting or additional terms and conditions

This Agreement becomes effective on the date on which the Purchase
Order for the Software license is issued by the Licensee ("Effective
Date").